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BRSP BrightSpire Capital

Filed: 5 May 21, 4:52pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 5, 2021
 
Colony Credit Real Estate, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland001-3837738-4046290
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
 
515 S. Flower Street, 44th Floor
Los Angeles, CA 90071
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (310) 282-8820
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
           Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
 
           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.01 per shareCLNCNew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 




Item 5.07.                                        Submission of Matters to a Vote of Security Holders.
 
On May 5, 2021, Colony Credit Real Estate, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders: (i) elected the five persons listed below as directors of the Company, each to serve until the Company’s 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) approved in an advisory vote the compensation paid to the Company’s named executive officers as of December 31, 2020 was; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.  Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:
 
Proposal 1 — Election of Directors

The following persons comprising the entire board of directors of the Company were duly elected as directors of the Company until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote:
 
Nominee For Withheld



Abstentions

 Broker Non-Votes
Catherine D. Rice81,761,8517,424,244309,90021,580,837
Vernon B. Schwartz81,527,3497,581,084387,56221,580,837
John E. Westerfield80,986,5998,115,188394,20821,580,837
Winston W. Wilson81,612,5987,489,228394,16921,580,837
Michael J. Mazzei82,442,926579,9766,473,09321,580,837




 
Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation

The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2020 as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement. The table below sets forth the voting results for this proposal:
 
 
For Against Abstentions Broker Non-Votes
65,923,500 22,621,901 950,594 21,580,837


Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, by the following vote:
 

For Against Abstentions Broker Non-Votes
110,267,515 339,429 469,888 0
 






SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 5, 2021COLONY CREDIT REAL ESTATE, INC.
By:/s/ David A. Palamé
Name:David A. Palamé
Title:General Counsel & Secretary